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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 16, 1999
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Philadelphia Consolidated Holding Corp.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-22280 23-2202671
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 617-7900
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Item 2. Acquisition of Assets.
On July 16, 1999, pursuant to a Plan and Agreement of Merger (the
"Agreement of Merger") dated as of March 31, 1999 by and among the Registrant,
TJC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
the Registrant ("Acquisition"), The Jerger Company, Inc., a Florida corporation
("Jerger"), and the shareholders of Jerger (the "Shareholders"), Jerger was
merged (the "Merger") with and into Acquisition in accordance with the relevant
provisions of the Florida Business Corporation Act and the Delaware General
Corporation Law. In exchange for their shares of common stock of Jerger, par
value $1.00, which constituted in the aggregate all of the issued and
outstanding common stock of Jerger, the Registrant issued to the Shareholders an
aggregate of 1,037,772 shares of the common stock of the Registrant, no par
value, and cash in the aggregate amount of $20,000,000. Additionally, the
Registrant agreed to pay the Shareholders additional cash consideration of up to
$5,000,000 in the event that the Combined and Consolidated Net Income (as
defined in the Agreement) of the surviving entity in the merger for the years
1999 and 2000 is above certain levels set forth in the Agreement of Merger.
The Registrant utilized certain proceeds from the sale of securities by
its subsidiaries, as funding for the cash portion of the consideration. The
purchase price paid by the Registrant in the Merger was determined based on
negotiations between the parties.
Thomas Jerger, one of the Shareholders, was elected a director of the
Registrant prior to the consummation of the Merger, but after the Board of
Directors of the Registrant approved the Merger and the Agreement of Merger was
executed.
The Registrant intends to merge substantially all of the operations of
Jerger, which is engaged in the sale of insurance, into the Registrant's
existing operations. Certain principals of Jerger have entered into long-term
Employment Agreements with the Registrant.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
In accordance with Rule 3-05(b)(i) and Article 11 under Regulation S-X,
as referenced by Items 7(a) and 7(b) of Form 8-K, the Registrant is required to
furnish (i) the below-listed financial statements of Jerger and (ii) certain pro
forma information with regard to the Registrant in filing this Form 8-K. Such
financial statements and pro forma information will be filed as part of an
amendment to this Form 8-K as soon as practicable following the date of filing
hereof, but, in accordance with Item 7(a)(4) of Form 8-K, not later than 60 days
after the date that the initial report on Form 8-K must be filed.
(i) Financial Statements of Jerger
- Consolidated balance sheets of Jerger as of June 30,
1999 (unaudited) and December 31, 1998 and 1997
(audited)
- Consolidated statements of Operations, Stockholders'
Equity and Cash Flows of Jerger for the three months
ended June 30, 1999 and 1998 (unaudited) and for the
years ended December 31, 1998 and 1997 (audited).
(ii) Pro Forma Information
- Unaudited Pro Forma Balance Sheet of the Registrant as
of June 30, 1999; Unaudited Pro Forma Statement of
Operations of the Registrant for the three months ended
June 30, 1999 and for the year ended December 31, 1998.
The Registrant has furnished the exhibit described on the attached
Exhibit Index. In accordance with Item 601(b)(2) of Regulation S-K, the
schedules to the document filed herewith as an exhibit are not filed.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Philadelphia Consolidated Holding Corp.
Dated: July 29, 1999 By: /s/ Craig P. Keller
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Craig P. Keller
Senior Vice President, Secretary and
Chief Financial Officer
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Exhibit Index
The following exhibits are filed as part of this Current
Report on Form 8-K:
Exhibit No. Item
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2 Plan and Agreement of Merger, dated
as of March 31, 1999, by and among
the Registrant, Acquisition., Jerger
and the Shareholders (incorporated
by reference to Exhibit 10.42 to the
Company's Quarterly Report on Form
10-Q for the quarter ended March 31,
1999).